XML 126 R11.htm IDEA: XBRL DOCUMENT
v3.19.3

Business Combination Business Combination | 12 Months Ended
--- | ---
Sep. 30, 2019
Business Combinations [Abstract] |
Business Combination Disclosure [Text Block] | Acquisitions and Divestitures Divestiture of Anvil On January 6, 2017, we sold Anvil to affiliates of One Equity Partners for cash proceeds of $305.7 million and the agreement by the purchaser to reimburse us for expenditures to settle certain previously existing liabilities. The table below presents a summary of the sale of Anvil, in millions.
Gross cash proceeds | $ | 305.7 |
Noncash proceeds | 1.9 |
Total proceeds | 307.6 |
Transaction expenses | (8.3 | )
Net proceeds | 299.3 |
Assets and liabilities disposed | (189.8 | )
Gain on sale, pre-tax | 109.5 |
Income tax | (41.6 | )
Gain on sale, net of tax | $ | 67.9 |
The table below presents a summary of the operating results for the Anvil discontinued operations in 2017, in millions. These operating results do not reflect what they would have been had Anvil not been classified as discontinued operations.
Net sales | $ | 83.1 |
Cost of sales | 62.8 |
Gross profit | 20.3 |
Operating expenses: |
Selling, general and administrative | 17.2 |
Other charges | 0.2 |
Total operating expenses | 17.4 |
Operating income | 2.9 |
Interest expense, net | — |
Income before income taxes | 2.9 |
Income tax expense | 1.8 |
| 1.1 |
Gain on sale, net of tax | 67.9 |
Income from discontinued operations | $ | 69.0 |
Divestiture of Burlington plant On December 4, 2017, we sold an idle property in Burlington, New Jersey that had previously been a plant in our former U.S. Pipe segment and recorded a gain of $9.0 million in our Corporate segment. We received $7.4 million, recorded net current assets of $0.8 million and conveyed plant, property and equipment with a net carrying value of $0.4 million, and the buyer assumed related environmental liabilities with a carrying value of $1.2 million. Acquisition of Singer Valve On February 15, 2017, we acquired Singer Valve, a manufacturer of automatic control valves, and its affiliates for aggregate cash consideration of $26.6 million net of post-closing adjustments. Singer Valve had net sales of approximately $15 million in calendar 2016 and is included in Infrastructure. The allocation of consideration to the assets and liabilities of these companies, is presented below, in millions.
Assets acquired, net of cash: |
Receivables | $ | 3.0 |
Inventories | 5.8 |
Other current assets | 0.2 |
Property, plant and equipment | 1.0 |
Intangible assets | 11.4 |
Goodwill | 7.2 |
Liabilities assumed: |
Accounts payable | 0.7 |
Other current liabilities | 0.4 |
Current and long term debt | 0.1 |
Deferred income tax liability | 0.8 |
Consideration paid | $ | 26.6 |
Acquisition of Krausz On December 3, 2018, we completed our acquisition of the outstanding equity of Krausz, a manufacturer of pipe couplings, grips and clamps with operations in the United States and Israel, for $140.7 million, net of cash acquired, including the assumption and simultaneous repayment of certain debt of $13.2 million. The acquisition of Krausz was financed with cash on hand. We believe that the Krausz product line is complementary to our existing Infrastructure products and will improve our positioning in the pipe repair market. We have recognized the assets acquired and liabilities assumed at their estimated acquisition date fair values, with the excess of the purchase price over the estimated fair values of the identifiable net assets acquired recorded as goodwill. The accounting for the business combination is based on currently available information and is considered preliminary. We are still gathering information about property, plant, and equipment, based on facts that existed as of the date of the acquisition. In addition, not all Israeli tax returns for the year ended December 31, 2018 have been completed, and completion of these returns may identify changes to tax-related amounts that existed at the acquisition date and require adjustment to the opening balance sheet. During 2019, we made adjustments to our initially-recorded estimates of the fair value of the assets acquired and liabilities assumed, which decreased net working capital by $2.0 million, increased non-current assets and non-current liabilities by $1.7 million each, increased deferred income taxes by $9.9 million and increased intangible assets by $37.8 million, and which resulted in a net decrease in goodwill of $21.4 million. The final accounting for the business combination may differ materially from that presented in these consolidated financial statements. The results of Krausz, including net sales of $37.2 million, are included within our Infrastructure segment for all periods following the acquisition date. The preliminary estimated goodwill below is attributable to the strategic opportunities and synergies that we expect to arise from the acquisition of Krausz and the value of its workforce. The goodwill is nondeductible for income tax purposes. Identified intangible assets consist of patents, customer relationships and favorable leasehold interests with an estimated weighted average useful life of approximately 12 years and tradenames with an indefinite life. Values of intangible assets were determined using a discounted cash flow method. The following is a summary of the estimated fair values of the net assets acquired (in millions):
Assets, net of cash: |
Receivables | $ | 6.9 |
Inventories | 17.0 |
Other current assets | 0.2 |
Property, plant and equipment | 8.4 |
Other non-current assets | 1.7 |
Identified intangible assets: |
Patents | 32.1 |
Customer relationships | 8.7 |
Tradenames | 4.6 |
Favorable leasehold interests | 2.3 |
Goodwill | 80.1 |
Liabilities: |
Accounts payable | (5.5 | )
Other current liabilities | (2.9 | )
Deferred income taxes | (11.2 | )
Other non-current liabilities | (1.7 | )
Consideration paid | 140.7 |
Repayment of Krausz debt | (13.2 | )
Consideration paid included in net cash used in investing activities | $ | 127.5 |

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration